RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT is made as of the 25th day of
August, 2000, between Audio Visual Services Corporation, a Delaware corporation
(hereinafter called the "Corporation"), and ______ __________________, an
employee of the Corporation or one of its subsidiaries (hereinafter called the
"Participant").
WHEREAS, the Corporation desires to give the Participant an
opportunity to participate in the long-term growth of the Corporation by
awarding to the Participant shares of the Corporation's common stock, par value
$0.01 per share (the "Restricted Stock"), pursuant to the terms, conditions and
restrictions of the Corporation's Amended and Restated 1996 Stock Option Plan
(as may otherwise be amended or restated from time to time, the "Plan") and this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Grant of Restricted Stock. The Corporation hereby grants to the
Participant an aggregate of _______ shares (the "Shares") of Restricted Stock on
the terms and subject to the conditions herein set forth. The Shares shall be
subject to the terms, conditions and restrictions set forth in the Plan and this
Agreement, provided that the Participant's right to the Shares shall become
non-forfeitable and shall vest one hundred percent (100%) on April 4, 2002 (the
"Vesting Date").
2. Nontransferability. The Shares granted hereby shall not be
transferable by the Participant, whether voluntarily or involuntarily, by
operation of law or otherwise, until on or after the Vesting Date, except as
otherwise provided in the Plan or in this Agreement. More particularly, prior to
the Vesting Date, the Shares may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated in any way, shall not be assignable by
operation of law, and shall not be subject to execution, attachment,
garnishment, lien or similar process. Any attempted sale, transfer, pledge,
assignment, hypothecation or other disposition of any of the Shares contrary to
the provisions hereof, and the levy of any execution, attachment, garnishment,
lien or similar process upon the Shares, shall be null and void and without
effect. If a sale, assignment, pledge, transfer, hypothecation or other
disposition,
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voluntary or involuntary, of any of the Shares shall be made, or if any
execution, attachment, garnishment, lien or other encumbrance shall be issued
against or placed upon any of the Shares, then the Participant's right to the
Shares shall immediately cease and terminate and the Participant shall
immediately forfeit to the Corporation all Shares awarded under this Agreement.
3. Disclosure and Risk.
(a) The Participant represents and warrants to the Corporation as
follows:
(i) The Participant acknowledges that (A) the Shares have not been
registered for resale under the Securities Act of 1933, as
amended (the "Securities Act"), and (B) the Corporation is under
no obligation to effect the registration under the Securities Act
of the Shares.
(ii) The Shares are being acquired by the Participant for the
Participant's own account, for investment and not with a view to,
or for resale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act.
(iii) The Corporation has made available to the Participant the
opportunity to ask questions of the officers and management of
the Corporation and to acquire information about the business and
financial condition of the Corporation and has all information
necessary for him to make an informed investment decision.
(iv) He has received a copy of the Plan.
(b) Each certificate representing the Shares will be endorsed with the
following or substantially similar legends:
"RESTRICTIONS ON THE OWNERSHIP AND TRANSFER RIGHTS OF THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN IMPOSED
PURSUANT TO THE CORPORATION'S AMENDED AND RESTATED 1996 STOCK
OPTION PLAN (THE "PLAN") AND A RESTRICTED STOCK AGREEMENT,
DATED AUGUST 25, 2000. A COPY OF THE PLAN AND THE RESTRICTED
STOCK AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION AND WILL BE
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FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF
BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE
HOLDER REQUESTING SUCH COPY."
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
COVERING SUCH SECURITIES, OR (ii) THE CORPORATION RECEIVES A
WRITTEN OPINION FROM COUNSEL FOR THE HOLDER OF THESE
SECURITIES, REASONABLY SATISFACTORY TO THE CORPORATION,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION MAY BE MADE PURSUANT TO
RULE 144 PROMULGATED UNDER THE SECURITIES ACT OR IS OTHERWISE
EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS."
The Corporation need not allow a transfer of any of the Shares unless
one of the conditions specified in the immediately preceding legend is
satisfied. The Corporation may also instruct its transfer agent not to allow the
transfer of any of the Shares unless one of the conditions specified in the such
legend is satisfied.
Any legend endorsed on a certificate pursuant to the foregoing language
and the stop transfer instructions with respect to such Shares shall be removed,
and the Corporation shall promptly issue a certificate without such legend to
the holder thereof if (i) the Shares are registered under the Securities Act and
a prospectus meeting the requirements of Section 10 of the Securities Act is
available and has been delivered or (ii) the holder provides the Corporation
with a written opinion from counsel for such holder of the Shares, reasonably
satisfactory to the Corporation, to the effect that a sale, transfer,
assignment, pledge,
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hypothecation or other disposition of such Shares may be made without
registration.
4. Share Certificates; Rights as a Stockholder. The
Corporation or its designee shall retain in the Corporation's possession the
certificates representing the Shares of Restricted Stock until the later of the
Vesting Date or such other date as all conditions and/or restrictions applicable
to the Shares have been satisfied. In addition to the foregoing, the Corporation
may require the Participant to execute and deliver to the Corporation a stock
power in blank in respect of the Shares. The Corporation shall have the right,
in its sole discretion, to exercise such stock power in the event that the
Corporation becomes entitled to the Shares pursuant to paragraph 5 hereof.
Notwithstanding the foregoing, during the period from the date hereof
until the Vesting Date (the "Period of Restriction"), the Participant may
exercise full voting rights with respect to the shares and may be credited with
regular cash dividends paid with respect to the Shares while they are so held.
The Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of the Corporation may apply any restrictions to the dividends that it
deems appropriate.
5. Termination of Employment Prior to Vesting Date;
Disability; Death.
(a) In the event that the Participant shall cease to be an employee of
the Corporation prior to the Vesting Date for any reason other than death,
Disability, termination with or without Cause, or resignation for Good Reason
(each as defined below), the Shares of Restricted Stock granted hereunder shall
be forfeited immediately by the Participant and be of no force or effect. So
long as the Participant shall continue to be an employee of the Corporation, the
Shares shall not be affected by any change of duties or position.
(b) In the event of Disability of the Participant prior to the Vesting
Date, the Period of Restriction and any other restrictions imposed on the Shares
hereunder shall lapse and all Shares of Restricted Stock granted hereunder shall
vest and become non-forfeitable. "Disability" shall mean any termination of
employment with the Corporation or a subsidiary because of a long-term or total
disability, as determined by the Committee in its sole discretion.
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(c) In the event of the death of the Participant while he is an
employee of the Corporation or any subsidiary prior to the Vesting Date, the
Period of Restriction and any other restrictions imposed on the Shares hereunder
shall lapse and all Shares of Restricted Stock granted hereunder shall vest and
become non-forfeitable.
(d) In the event the Participant is terminated for Cause prior to the
Vesting Date, the Committee may, in its sole discretion, cause the Shares to be
forfeited by the Participant. "Cause" shall mean: (i) Participant shall
continually fail substantially to perform his duties hereunder with reasonable
diligence, other than by reason of incapacity or shall violate any material term
or condition of his employment by the Corporation or a subsidiary, (ii)
Participant shall engage in an act of fraud, theft or embezzlement in connection
with his employment by the Corporation or a subsidiary, (iii) Participant shall
engage in a material act or omission involving wilful misconduct or gross
negligence in the performance of Participant's duties as an employee of the
Corporation or a subsidiary, (iv) Participant shall engage in a material act of
dishonesty, (v) Participant shall unreasonably refuse to carry out the lawful
order of the Board or his supervisor commensurate with Participant's duties to
be performed as an Employee of the Corporation or a subsidiary or (vi)
Particpant shall be convicted of a felony involving moral turpitude (which shall
include any felony relating to drugs) or shall plead nolo contendere (or make an
equivalent plea) in respect of, any governmental indictment, complaint or other
formal allegation. The Committee will have the sole discretion to determine
whether the Participant's termination was for Cause.
(e) In the event the Participant is terminated without Cause (as
defined above) or if Participant resigns for Good Reason (as defined below)
prior to the Vesting Date, Participant shall be permitted to retain the Shares
subject to the restrictions on the transfer of the Shares prior to the Vesting
Date as set forth in paragraph 2 hereof and the other restrictions on transfer
under applicable law. "Good Reason" shall mean: (i) a relocation of Participant,
without his prior written consent, more than fifty (50) miles outside of the
Corporation's offices in Long Beach, California, or (ii) a failure to maintain
Participant as ________________________ of the Corporation, or (iii) a material
diminution by the Corporation of the Participant's responsibilities, which
change would cause the Participant's position with the Corporation to become one
of significantly less responsibility or scope from that currently occupied by
the Participant.
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6. Change of Control.
(a) In the event of a "Change of Control" of the Corporation, the
Period of Restriction and any other restrictions imposed on the Shares hereunder
shall lapse, and all the Shares granted hereunder shall vest and become
non-forfeitable as of the effective date of the Change of Control. For purposes
of this paragraph, a "Change of Control" shall be deemed to have occurred if (i)
any person or "group" (other than Warburg, Pincus Investors, L.P. or any
affiliate thereof) acquires, in a single transaction or series of related
transactions, 50% or more of the outstanding Common Stock; or (ii) the sale of
all or substantially all of the assets of the Corporation (other than to a
wholly-owned subsidiary of the Corporation).
(b) Notwithstanding the provisions of paragraph 6.(a), in the case
that the Corporation is merged or consolidated with another corporation, or the
assets or stock of the Corporation is acquired by another corporation, or a
separation, reorganization or liquidation of the Corporation occurs, the Board,
or the Board of Directors of any corporation assuming the obligations of the
Corporation hereunder, shall make appropriate provisions for the protection of
the Shares by substitution on an equitable basis of appropriate stock of the
Corporation, or appropriate stock of the merged, consolidated or otherwise
reorganized corporation.
7. Taxes. The Corporation may make such provisions and take such steps
as it may deem necessary or appropriate for the withholding of all federal,
state, local and other taxes (including Participant's FICA obligation) required
by law to be withheld with respect to any exercise of the Participant's rights
under this Agreement, including, but not limited to (i) deducting the amount of
any such withholding taxes from any amount payable to the Participant; or (ii)
requiring the Participant, Designated Beneficiary or legal representative to
remit to the Corporation the amount required or desirable to enable it to
satisfy its withholding obligations as a condition of releasing the Restricted
Stock.
8. General Provisions.
(a) This Agreement and the rights of the Participant hereunder are
subject to (i) the terms and conditions of the Plan, as the
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same may be amended from time to time, as well as to such rules and regulations
as the Committee may adopt for administration of the Plan and (ii) all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. With
the foregoing in mind, the Committee shall have the right to impose such
restrictions on any Shares acquired pursuant to the lapse or waiver of
restrictions with respect to Restricted Stock, as it may deem advisable,
including, without limitation, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares. It is expressly understood that the Committee is
authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which
shall be binding upon the Participant.
(b) The Board may terminate, amend or modify the Plan; provided,
however, that no such termination, amendment or modification of the Plan may
adversely affect the Participant's rights under this Agreement without the
written consent of the Participant.
(c) To the extent not preempted by federal law, this Agreement shall
be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.
(d) This Agreement shall inure to the benefit of the successors and
assigns of the Corporation and, subject to the restrictions on transfer herein
set forth, be binding upon the Participant, his heirs, executors,
administrators, successors and assigns.
(e) Any notice to be given hereunder by either party to the other
shall be in writing and shall be given either by personal delivery, facsimile or
by mail, registered or certified, postage prepaid, return receipt requested, or
by overnight delivery addressed to the other party at the respective addresses
or facsimile numbers set forth below their signatures to this Agreement, or at
any other address or facsimile number as such party may hereafter specify in
writing.
(f) This Agreement is intended to conform in all respects with the
Plan. Inconsistencies between this Agreement and the Plan shall be resolved
according to the terms of the Plan, which shall be deemed to
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supersede and replace the conflicting terms contained in this Agreement. This
Agreement contains the entire understanding between the parties concerning the
subject matter of contained herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between the parties hereto
relating to the subject matter of this Agreement that are not fully expressed
herein. No amendments or modifications to this Agreement shall be binding upon
the parties unless made in writing and signed by the parties hereto.
(g) The waiver by either party of a breach of any term or provision of
this Agreement shall not operate or be construed as a waiver of a subsequent
breach of the same provision or of the breach of any other term or provision of
this Agreement.
(h) As used herein, the masculine gender shall include the feminine
and the neuter genders, the neuter shall include the masculine and the feminine
genders, the singular shall include the plural, and the plural shall include the
singular.
(i) The headings in this Agreement are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
(j) The invalidity or enforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
(k) NEITHER THE PLAN NOR THIS AGREEMENT SHALL BE (1) CONSTRUED AS
GIVING THE PARTICIPANT THE RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION
OR ANY SUBSIDIARY THEREOF OR TO BE ENTITLED TO ANY REMUNERATION OR BENEFITS NOT
SET FORTH IN THE PLAN OR THIS AGREEMENT OR (2) INTERFERE WITH OR LIMIT THE RIGHT
OF THE CORPORATION OR ANY SUBSIDIARY THEREOF TO MODIFY THE TERMS OF OR TERMINATE
THE PARTICIPANT'S EMPLOYMENT AT ANY TIME WITH OR WITHOUT CAUSE.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the day and year first above written.
PARTICIPANT
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Name:
Social Security No.:
Home Address:
-----------------------------
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Home Telephone: -------------
Work Address:
111 West Ocean Boulevard
Suite 1110
Long Beach, California 90802
Work Telephone: (562) 366-0620
Work Facsimile: (562) 366-0628
AUDIO VISUAL SERVICE CORPORATION
By: --------------------------
Name: Errol M. Cook
Title: Director and Chairman
of the Compensation
Committee
Address: 111 West Ocean Blvd.
Suite 1110
Long Beach, CA 90802
Telephone: (562) 366-0620
Facsimile: (562) 366-0628
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